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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 23, 1995
AMERICAN BUSINESS COMPUTERS CORPORATION
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(Exact name of registrant as specified in its charter)
FLORIDA 0-14922 59-2001203
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
451 KENNEDY ROAD
AKRON, OHIO 44305
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 733-2841
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ITEM 5. Other Events
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The Company hereby reports on two events that it deems important to its
security holders:
A. On June 16, 1995, the United States District Court for the
Southern District of New York approved and adjudged as "fair, reasonable and
adequate" the terms of a settlement in a class action lawsuit, filed originally
in 1991. No objections to any aspects of the settlement were filed with the
Court prior to the entry of the Final Order of Judgement. With this
settlement, the Company has no further litigation pending against it.
The settlement provides for the payment to the plaintiff class of a
minimum aggregate of $6,500,000 in cash and shares in the Company's common
stock. Pepsi-Cola Company and Hussmann Corporation will contribute 1,000,000
and 400,000 shares of the Company's common stock, respectively. Certain
individual defendants, who are current or former officers or Directors of the
Company, have contributed approximately $1,400,000. The Company will
contribute approximately $450,000 and 150,000 shares as its portion of the
settlement.
B. On June 14, 1995, the Company offered 20 units of a Private
Placement (aggregating $500,000) to "Accredited Investors." Each unit consisted
of (a) a $25,000 10% Senior Subordinated Note due June 1, 1998 and (b) a three
year redeemable warrant to purchase 12,500 shares of the Company's common stock
at an exercise price of $2.00 per share. (The exercise price could fall below
$2.00 per share in year 3 under certain conditions.) Interest payments on the
Notes shall be made semi-annually on each June 1 and December 1 commencing
December 1, 1995 at the rate of 10% per annum or, if the holder elects to
receive interest payments in Common Stock, at the rate of 12% per annum. The
Company may use 40% of the net proceeds of any future issuance of the shares
of Common Stock (other than shares issued to employees, directors, consultants
upon the exercise of Common Stock options) to prepay the Notes within sixty
(60) days of the receipt of such proceeds.
The Company reserves the right to offer and sell up to five additional
units.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN BUSINESS COMPUTERS
CORPORATION
Date: June 23, 1995 By: GARY T. SALHANY
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Gary T. Salhany
Treasurer
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